Pennsylvania LLC Operating Agreement
Set out who owns your Pennsylvania LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.
Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.
Pennsylvania LLC act rules · as of 2026
- Required by law?
- No — but strongly recommended
- Recognized form
- "whether oral, implied, in record form or in any combination thereof" — 15 Pa.C.S. § 8812: "The agreement, whether or not referred to as an operating agreement and whether oral, implied, in record form or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning matters described in section 8815(a)".
- Governing act
- Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. ch. 88, Act 170 of 2016)
Without an agreement: With no operating agreement provision, pre-dissolution distributions "shall be in equal shares among members and persons dissociated as members" (per capita, not by contribution) — 15 Pa.C.S. § 8844(a). Source: 15 Pa.C.S. § 8812 (definition); § 8815 (scope) · verify ↗.
Live preview · updates as you type
Operating Agreement
of __________ · State of Pennsylvania
This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. ch. 88, Act 170 of 2016), with its principal office at __________ .
1. Formation & purpose. The Company was formed under Pennsylvania law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. ch. 88, Act 170 of 2016).
2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%; __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.
3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.
4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.
5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. ch. 88, Act 170 of 2016)'s limits on distributions.
6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byPennsylvania law and is binding on the members, their successors, and assigns.
Generated with SealFormsReflects Pennsylvania law · verified 2026
Why your Pennsylvania LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. ch. 88, Act 170 of 2016) decides how profits are split and who can act for the company — not you.
- It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
- Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.
Pennsylvania law
No — Pennsylvania does not require an operating agreement (as of 2026): Not required. RULLCA-based: 15 Pa.C.S. § 8811(a) names the act; the operating agreement is defined permissively and § 8815 makes chapter 88's default rules govern any matter the agreement does not cover.. But without one, the default rules of the Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. ch. 88, Act 170 of 2016) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: 15 Pa.C.S. § 8812 (definition); § 8815 (scope). Check the current Pennsylvania LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in Pennsylvania?
No — Pennsylvania does not require an operating agreement (as of 2026): Not required. RULLCA-based: 15 Pa.C.S. § 8811(a) names the act; the operating agreement is defined permissively and § 8815 makes chapter 88's default rules govern any matter the agreement does not cover.. But without one, the default rules of the Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. ch. 88, Act 170 of 2016) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: 15 Pa.C.S. § 8812 (definition); § 8815 (scope).
Does a single-member LLC need an operating agreement?
It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.
Does the operating agreement get filed with the state?
No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Pennsylvania agency records it.
Can the agreement be oral in Pennsylvania?
Pennsylvania's statute recognizes: "whether oral, implied, in record form or in any combination thereof" — 15 Pa.C.S. § 8812: "The agreement, whether or not referred to as an operating agreement and whether oral, implied, in record form or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning matters described in section 8815(a)". (15 Pa.C.S. § 8812 (definition); § 8815 (scope)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.
How does Pennsylvania compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How Pennsylvania compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for Pennsylvania: 15 Pa.C.S. § 8812 (definition); § 8815 (scope) ↗.
- Pennsylvania is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).
LLC operating agreement in other states
More Pennsylvania legal forms
Different state? See LLC operating agreements by state →